Beijing Tianyuan law firm
About Hengli Petrochemical Co.Ltd(600346)
Legal opinions on convening the first extraordinary general meeting of shareholders in 2022
Jtgz (2022) No. 016 to: Hengli Petrochemical Co.Ltd(600346)
Hengli Petrochemical Co.Ltd(600346) (hereinafter referred to as “the company”) held the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting”) by combining on-site voting and online voting. The on-site meeting was held in conference room Hengli Petrochemical Co.Ltd(600346) No. 298, Changsong Road, Lingang Industrial Zone, Changxing Island, Dalian on January 18, 2022. Because of the government control measures against New Coronavirus infection, the Beijing Tianyuan law firm (hereinafter referred to as the “local”) has been appointed by the company to appoint lawyers to participate in the on-site meeting by video and witness the scene of the shareholders’ meeting. According to the People’s Republic of China company law, The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and the Hengli Petrochemical Co.Ltd(600346) articles of Association (hereinafter referred to as the “articles of Association”) and other relevant provisions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the on-site meeting, the qualifications of the convener This legal opinion is issued on the voting procedures and voting results of the meeting.
In order to issue this legal opinion, our lawyers reviewed the announcement on the resolution of the 24th Meeting of the Hengli Petrochemical Co.Ltd(600346) eighth board of directors and the announcement on the resolution of the 19th meeting of the Hengli Petrochemical Co.Ltd(600346) eighth board of supervisors The Hengli Petrochemical Co.Ltd(600346) notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “notice on convening the general meeting of shareholders”) and other documents and materials deemed necessary by our lawyers. At the same time, we examined the identity and qualification of shareholders attending the on-site meeting and witnessed the convening of the general meeting of shareholders, And participated in the on-site vote monitoring and counting of the voting votes of the general meeting of shareholders.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange and the handling lawyer agree to take this legal opinion as the legal document for the announcement of the general meeting of shareholders, submit it together with other announcement documents to Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) for review and announcement, and bear the responsibility for the legal opinion issued according to law.
The lawyers of the firm have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. The legal opinions are as follows:
1、 Convening and convening procedures of this general meeting of shareholders
The eighth board of directors of the company held the 24th Meeting on December 30, 2021, made a resolution to convene the general meeting of shareholders, and issued the notice of convening the general meeting of shareholders through the designated information disclosure media on January 1, 2022. The notice on convening the general meeting of shareholders specifies the time, place, deliberation items, voting methods and participants of the general meeting of shareholders.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 14:00 on January 18, 2022 in conference room Hengli Petrochemical Co.Ltd(600346) No. 298, Changsong Road, Lingang Industrial Zone, Changxing Island, Dalian. It was presided over by Chairman fan Hongwei and completed all the agenda of the meeting. The online voting of the general meeting of shareholders is conducted through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. The specific time of voting through the trading system is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The specific time for voting through the Internet voting system is 9:15-15:00 on the day of the general meeting of shareholders.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
A total of 335 shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company, holding 4981275390 shares of the company, accounting for 70.7658% of the total shares of the company, including:
1. According to the shareholder’s shareholding certificate, identity certificate of legal representative, power of attorney and personal identity certificate provided by the shareholders attending the on-site meeting of the company, a total of 8 shareholders and shareholder representatives (including shareholder agents) attended the on-site meeting of the general meeting of shareholders, holding 4652542290 shares of the company, accounting for 66.0957% of the total shares of the company.
2. According to the online voting results provided by SSE Information Network Co., Ltd., 327 shareholders participated in the online voting of the general meeting of shareholders, holding 328733100 shares of the company, accounting for 4.6701% of the total shares of the company.
328 directors, supervisors, senior managers, shareholders (or shareholders’ agents) other than shareholders (or shareholders’ agents) (hereinafter referred to as “small and medium-sized investors”) individually or jointly holding more than 5% of the company’s shares, representing 329028300 shares of the company, accounting for 4.6743% of the total shares of the company.
In addition to the above shareholders and shareholder representatives of the company, some directors, supervisors, Secretary of the board of directors and lawyers of the company attended the meeting, and some senior managers attended the meeting as nonvoting delegates. Due to the government control measures against New Coronavirus infection, we witnessed lawyers participating in the on-site meetings and witnessing through the video conference system. The above-mentioned personnel who participate in the meeting through the above-mentioned video shall be deemed to participate in the on-site meeting.
(II) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The qualification of online voting shareholders shall be verified by the system of the stock exchange when they conduct online voting.
After verification, our lawyers believe that the qualifications of the participants and conveners of the general meeting of shareholders are legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
Upon inspection, the matters voted at the general meeting of shareholders have been listed in the notice on convening the general meeting of shareholders. The shareholders’ meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the shareholder representatives, supervisors and lawyers of the exchange shall jointly count and monitor the votes. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided to the company by the above stock exchange information network Co., Ltd.
After combining the online voting and on-site voting results, the voting results of the proposal considered at the shareholders’ meeting are as follows:
(I) proposal on the purchase of assets and related party transactions by subsidiaries
This proposal involves related party transactions. Related shareholders: Hengli Group Co., Ltd., dechengli International Group Co., Ltd., Hailai International Investment Co., Ltd., Jiangsu Hegao Investment Co., Ltd., Hengfeng investment (Dalian) Co., Ltd., hengneng investment (Dalian) Co., Ltd. and fan Hongwei avoided voting.
Voting: 326901186 shares were approved, accounting for 99.3535% of the voting shares held by non affiliated shareholders attending the meeting; 281314 opposed shares, accounting for 0.0855% of the voting shares held by non affiliated shareholders attending the meeting; 1845800 shares were abstained, accounting for 0.5610% of the voting shares held by non affiliated shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 326901186 shares are agreed, accounting for 99.3535% of the total voting shares held by non affiliated small and medium-sized investors attending the meeting; Against 281314 shares, accounting for 0.0855% of the total voting shares held by unrelated small and medium-sized investors attending the meeting; 1845800 shares were abstained, accounting for 0.5610% of the total voting shares held by unrelated small and medium-sized investors attending the meeting.
Voting result: adopted
Our lawyers believe that the voting procedures and results of this general meeting of shareholders are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of Association; The qualification of the personnel attending the on-site meeting of the general meeting of shareholders and the qualification of the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Tianyuan law firm on Hengli Petrochemical Co.Ltd(600346) convening the first extraordinary general meeting of shareholders in 2022) person in charge of Beijing Tianyuan law firm (seal):
Zhu Xiaohui
Handling lawyer (signature): Gao Yuan
Sun Chunyan
Address: 10 / F, insurance building The Pacific Securities Co.Ltd(601099) No. 28, Fengsheng Hutong, Xicheng District, Beijing, 100032, China
January 18, 2022
